Mutual Non-Disclosure Agreement (MNDA)

Our standard mutual NDA for discovery calls, audits and projects: what counts as confidential, how each side must protect it, and a clear ban on using the other party's information to train AI models.

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into between Clepto.in ("Company" or "Clepto.in"), located in Indore, Madhya Pradesh, India, and the other party named on the signature page hereto ("Other Signatory") as of the date signed by both Parties (or the Effective Date specified below, the "Effective Date"), to protect the confidentiality of certain confidential information of Company or of Other Signatory to be disclosed under this Agreement solely for use in evaluating, scoping, or pursuing a potential or ongoing business relationship, Master Service Agreement, or project Statement of Work between the Parties (the "Permitted Use"). Company and Other Signatory may be referred to in this Agreement individually as a "Party" and collectively as the "Parties."

1. Definition of Confidential Information

As used herein, the "Confidential Information" of a Party will mean any and all technical and non-technical information disclosed by or on behalf of such Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether before or after the Effective Date, whether in oral, written, graphic, visual, electronic, or other form, and which may include without limitation:

• (a) patents, patent applications (including unpublished patent applications), and information relating to intellectual property or patent strategy;
• (b) trade secrets;
• (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions (whether patentable or not), know-how, data, discoveries, developments, designs, processes, workflows, system architectures, prompts, API configurations, methods, and tangible and intangible information; processes, methods, and procedures for the discovery, identification, modification, optimization, testing, development, integration, or deployment of any of the foregoing; apparatuses, equipment, algorithms, AI agent configurations, n8n workflows, custom CRM schemas, software programs, software source documents, source code, and formulae related to the current, future, and proposed products and services of the Disclosing Party, such as information concerning research, developmental or experimental work, prototypes, current and proposed products and services, design details and specifications, engineering, financial information, procurement requirements, purchasing, customer lists, business and contractual relationships, Statements of Work, business forecasts, sales and merchandising, business plans, budgets, finances, unpublished financial statements, licensing, collaboration, development, or strategic arrangements, prices and costs, suppliers, contractors, vendors, subprocessors, licensors, licensees, and strategic partners, potential licensing and other business opportunities, the existence and terms of any business discussions, negotiations, or agreements to which the Disclosing Party or its Affiliate (defined in Section 2 below) is a party, information regarding the skills and compensation of the Disclosing Party's and its Affiliates' personnel, employees, and consultants, and marketing plans;
• (d) any data related to customers, end-users, leads, investors, personnel, or others; and
• (e) all other information that the Receiving Party knew, or reasonably should have known from the nature of the information or the circumstances of disclosure, was the Confidential Information of the Disclosing Party.

The Confidential Information will include all such technical and non-technical information of, or related to, the Disclosing Party, any of its Affiliates, and any of their respective contract parties, owners, or personnel. In addition, the existence and terms of this Agreement, including the existence of any discussions or negotiations between the Parties concerning a possible transaction or project or the status thereof and the fact that either Party has disclosed Confidential Information to the other Party, will be deemed to be Confidential Information of both Parties.

2. Confidentiality and Non-Use Obligations

Subject to Section 3, the Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. The Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature, but in no case less than reasonable care.

Without limiting the generality of the foregoing, the Receiving Party will not:

• (a) file (or cause to be filed) any patent, copyright, or trademark application claiming or disclosing any Confidential Information of the Disclosing Party; or
• (b) use (or allow any other person to use) any Confidential Information of the Disclosing Party to support any application for regulatory or marketing approval.

The Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those Representatives (defined below) of the Receiving Party and, if applicable, of the Receiving Party's Permitted Affiliates (defined below), who, in each case:

• (i) have a strict need to know such information for the Permitted Use;
• (ii) have been advised by the Receiving Party of the Receiving Party's obligations under this Agreement; and
• (iii) have signed confidentiality agreements containing, or are otherwise bound by professional or contractual confidentiality obligations, at least as restrictive as those contained herein.

Notwithstanding the foregoing, in no event will the Receiving Party disclose or make available any Confidential Information to any Affiliate (defined below), or any Representatives thereof, of the Receiving Party without the Disclosing Party's express prior written consent (any such Affiliate of the Receiving Party with respect to which the Disclosing Party provides such express prior written consent, a "Permitted Affiliate"). The failure of any of the Receiving Party's Affiliates or any Representative of the Receiving Party to comply with the terms and conditions of this Agreement will be considered a breach of this Agreement by the Receiving Party.

For purposes of this Agreement:

• (A) an "Affiliate" of a Party will mean any business or entity controlled by, controlling, or under common control with such Party (where "control" refers to the power to direct or cause the direction of the management and policies of such business or entity, whether through ownership of more than 50% of the voting equity or ownership interest, by contract, or otherwise); and
• (B) "Representatives" of a Party mean such Party's or, as applicable, its Permitted Affiliate's principals, officers, directors, employees, contractors, consultants, professional advisors, and other authorized representatives.

3. Exclusions from Confidential Information

The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent written evidence that such portion of Confidential Information:

• (a) was in the public domain at the time it was disclosed to the Receiving Party;
• (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party or any of its Representatives and without breach of this Agreement by the Receiving Party;
• (c) was in the Receiving Party's rightful possession free of any obligation of confidence at the time it was disclosed to the Receiving Party;
• (d) was rightfully communicated to the Receiving Party by a third party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or
• (e) was independently developed by personnel, employees, or contractors of the Receiving Party who had no access to or use of any Confidential Information of the Disclosing Party, as demonstrated by contemporaneous written evidence.

For purposes of clauses (a) and (b) of this Section 3, no combination of elements within the Confidential Information will be deemed to be part of the public domain merely because the individual elements of such combination are part of the public domain, unless the entire combination itself, or the entire principle or operation of such combination, is part of the public domain. In addition, no element within the Confidential Information will be deemed to be a part of the public domain merely because it is embraced by more general information or data that is part of the public domain.

4. Compelled Disclosure

Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental or regulatory body having jurisdiction or is otherwise required by applicable law or regulation, provided that the Receiving Party (to the extent legally permitted) provides the Disclosing Party with reasonable prior written notice of such required disclosure and, at the Disclosing Party's request and expense, makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued; and provided further that any Confidential Information so disclosed retains its confidentiality protections for all other purposes.

5. Notice of Unauthorized Use or Disclosure

The Receiving Party will immediately (and in any event within forty-eight (48) hours where Personal Data governed by the Clepto.in Data Processing Addendum is involved) notify the Disclosing Party upon discovery of any loss, unauthorized disclosure, or unauthorized use of, or any inability to account for, the Confidential Information of the Disclosing Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and mitigate any unauthorized use or disclosure.

6. Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party will promptly, at the Disclosing Party's election, return to the Disclosing Party or destroy (and certify in writing the destruction of) all documents and other tangible and electronic materials representing the Disclosing Party's Confidential Information (including all copies and summaries thereof, notes related thereto, records, and other embodiments thereof, in any medium) in the possession or control of the Receiving Party or its Permitted Affiliates or any of their respective Representatives, provided that the Receiving Party may retain an archival copy of the Disclosing Party's Confidential Information for the sole purpose of complying with applicable legal or regulatory requirements or monitoring compliance with its obligations hereunder. Any copies so retained will remain the Confidential Information of the Disclosing Party and will remain subject to all confidentiality and non-use obligations herein.

Notwithstanding the foregoing, nothing contained in this Agreement will be construed to require the Receiving Party to alter, modify, delete, or destroy any electronic copy of files created automatically in the ordinary course of business pursuant to the Receiving Party's standard encrypted electronic back-up and archival procedures: (a) so long as such electronic files are (i) maintained only on secure centralized or cloud storage servers (and not on personal computers or local devices), and (ii) not readily accessible by the Receiving Party's Representatives (other than its authorized information technology or security personnel); and (b) provided that all Confidential Information contained in such electronic files will remain subject to the Receiving Party's confidentiality obligations under this Agreement until overwritten or deleted in the ordinary course.

7. Ownership and No Implied License

Confidential Information is and will remain the sole property of the Disclosing Party. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, trade secret, or other intellectual property right that has issued or that may issue, based on such Confidential Information, except as expressly set forth herein. Nothing in this Agreement grants the Receiving Party the right to retain, distribute, or commercialize any Confidential Information, or to use it in any manner other than for the Permitted Use. Neither this Agreement nor the disclosure of any Confidential Information under this Agreement will result in any obligation on the part of either Party to enter into any further agreement (such as a Master Service Agreement or Statement of Work) with the other, license any products or services to the other, or require either Party to disclose any particular Confidential Information. Nothing in this Agreement creates or will be deemed to create any employment, partnership, joint venture, or agency relationship between the Parties.

8. Reproduction of Confidential Information

The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as reasonably required to accomplish the Permitted Use of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

9. Feedback

Any voluntary ideas, suggestions, guidance, or other feedback disclosed by the Receiving Party specifically proposing improvements or modifications to the Disclosing Party's products, services, or Confidential Information ("Feedback") may be used by the Disclosing Party. The Receiving Party agrees to grant and hereby grants to the Disclosing Party a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction, provided that such Feedback does not disclose the Receiving Party's own Confidential Information.

10. Term, Termination, and Survival

This Agreement will terminate five (5) years after the Effective Date, or may be terminated earlier by either Party at any time upon thirty (30) days' prior written notice to the other Party. Each Party shall have the right to terminate this Agreement for material breach of this Agreement by the other Party upon ten (10) days' written notice to the other Party if such breach remains uncured. Expiration or termination of this Agreement shall be without prejudice to any right or obligation accruing prior to such expiration or termination.

Each Party's confidentiality and non-use obligations under this Agreement will survive termination or expiration of this Agreement and continue for a period of seven (7) years from the date of such expiration or termination, except that each Party's obligations hereunder with respect to information that constitutes a trade secret under applicable law shall remain in full force and effect until such information ceases to be a trade secret through no fault of the Receiving Party. This Agreement will be binding upon each Party's successors and permitted assigns.

11. Warranty Disclaimer

THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL INFORMATION ON AN "AS IS" BASIS FOR USE BY THE RECEIVING PARTY AT ITS OWN RISK. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, the Disclosing Party makes no warranty as to the accuracy, completeness, or performance of the Confidential Information. Unless otherwise set forth in a definitive Master Service Agreement or Statement of Work executed between the Parties, the Disclosing Party shall have no liability to the Receiving Party or any of the Receiving Party's Affiliates or their respective Representatives resulting from the Receiving Party's or its Affiliates' or Representatives' receipt or use of Confidential Information under this Agreement.

12. Governing Law and Jurisdiction

This Agreement and any action, claim, or dispute related hereto will be governed, controlled, interpreted, and defined by and under the laws of India, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The Parties hereby submit to the exclusive jurisdiction of the courts at Indore, Madhya Pradesh, India for any disputes arising out of or relating to this Agreement (without prejudice to either Party's right to seek immediate interim or injunctive relief in any court of competent jurisdiction pursuant to Section 13).

13. Injunctive and Equitable Relief

Each Party acknowledges that its breach of this Agreement, including, without limitation, the actual or threatened disclosure or unauthorized use of Confidential Information without the prior express written consent of the Disclosing Party, may cause irreparable damage to the other Party for which monetary damages alone would be an inadequate remedy, and hereby agrees that the other Party will be entitled to seek injunctive relief, specific performance, or other equitable relief under this Agreement, without obligation of posting bond or proving actual damages, as well as such further relief as may be granted by a court of competent jurisdiction.

14. Severability and Waiver

If any provision of this Agreement is found by a court or proper authority of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be modified and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15. Third-Party Proprietary Rights

Neither Party will knowingly communicate any information to the other Party in violation of the proprietary or confidentiality rights of any third party.

16. Assignment

Neither Party will assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party, not to be unreasonably withheld, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, restructuring, acquisition, or sale of all or substantially all of its business or assets. No permitted assignment will relieve either Party of its obligations hereunder with respect to Confidential Information disclosed prior to such assignment. The terms of this Agreement will be binding upon permitted assignees.

17. Export Control Compliance

The Receiving Party will not export, re-export, or transfer, directly or indirectly, any technical data or software acquired pursuant to this Agreement, or any products utilizing such data, in violation of applicable Indian, European Union, United Kingdom, United States, or other applicable export control and trade sanction laws or regulations.

18. Notices

All notices or reports required or permitted by this Agreement will be in writing and will be delivered as follows, with notice deemed given as indicated:

• (i) by personal delivery when delivered personally;
• (ii) by recognized overnight courier upon written verification of receipt;
• (iii) by email (provided, however, if the sender receives an automatically generated notification that such email was not delivered, such attempted email notice will be ineffective and deemed not to have been given); or
• (iv) by certified or registered mail, return receipt requested, upon verification of receipt.

Notices to Clepto.in shall be sent to privacy@clepto.in (with a copy to contact@clepto.in), Location: Indore, Madhya Pradesh, India. Notices to Other Signatory will be sent to the address or email set forth in the signature block below or such other address as either Party may specify in writing.

19. No Reverse Engineering or Unauthorized AI Training

Each Party agrees that the data, workflows, software programs, source code, prompts, architectures, hardware, prototypes, samples, materials, and other tangible or electronic objects of the other Party contain valuable Confidential Information, and each Party agrees that it will not:

• (i) modify, reverse engineer, decompile, create derivative works from, or disassemble any software, workflows, prototypes, or tangible/electronic objects included in the Confidential Information of the other Party; or
• (ii) disclose, upload, transmit, export, or otherwise make available to any public or third-party model-training, self-improving, machine-learning software, algorithms, or artificial intelligence tools any Confidential Information of the other Party for the purpose of training, fine-tuning, or developing generalized AI/ML models,

in either case (i) or (ii), without the prior written consent of the other Party (except where processing via commercial AI APIs with zero-training guarantees is expressly authorized by the Disclosing Party as part of the Permitted Use or under an executed Master Service Agreement, Statement of Work, and Data Processing Addendum).

20. Entire Agreement and Amendments

This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the confidentiality of information exchanged for the Permitted Use and supersedes all prior or contemporaneous discussions and understandings between the Parties with respect to such subject matter (provided that if the Parties enter into a Master Service Agreement, Statement of Work, or Data Processing Addendum, the terms of such definitive agreements shall govern the Services and Personal Data processed thereunder). No modification of or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

21. Construction, Language, and Electronic Execution

(a) Construction and Language. All references in this Agreement to the singular will include the plural where applicable. Ambiguities and uncertainties in this Agreement, if any, will not be interpreted against either Party, irrespective of which Party may be deemed to have drafted the provision. This Agreement has been prepared in the English language, and the English language will control its interpretation. All notices and communications between the Parties regarding this Agreement will be in the English language.

(b) Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with India's Information Technology Act, 2000, the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, the EU eIDAS Regulation, or other applicable law) or other electronic transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

The Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

Signature Block

For Clepto.in:

• By (Signature): ___________________________
• Name: ___________________________
• Title: ___________________________
• Email: contact@clepto.in / privacy@clepto.in
• Address: Indore, Madhya Pradesh, India
• Date: ___________________________

For Other Signatory:

• Name of Other Signatory (Entity or Individual): ___________________________
• By (Signature): ___________________________
• Printed Name: ___________________________
• Title (if applicable): ___________________________
• Email: ___________________________
• Address: ___________________________
• Effective Date: ___________________________